EQS-Adhoc: Luminis Finance Public Limited Company : NOTICE OF PROPOSED AMENDMENT

EQS-Ad-hoc: Luminis Finance Public Limited Company / Key word(s):
Miscellaneous
Luminis Finance Public Limited Company : NOTICE OF PROPOSED AMENDMENT

20-Jun-2023 / 18:48 GMT/BST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.

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NOTICE OF PROPOSED AMENDMENT

LUMINIS FINANCE PLC

(a public limited company incorporated under the laws of Ireland with its
registered
office at 32 Molesworth Street, Dublin 2, Ireland, with registration
number 635696)

Legal Entity Identifier (LEI): 54930067RSRCM166RP48

(the “Issuer”)

Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140)

(the “Notes”)

Pursuant to a trust instrument dated 31 March 2021 between the Issuer and,
inter alios, the
Trustee (as amended and restated from time to time, the “Trust
Instrument”), the Issuer has
constituted and issued the Notes on the terms set out in the Trust
Instrument. In connection
with the Notes, the Issuer entered into a swap confirmation (as amended
and restated from
time to time, the “Swap Confirmation”) with the Swap Counterparty on 20
December 2021.

Unless otherwise specified, capitalised terms used but not defined in this
Notice of
Amendment shall have the meanings given to them in the Trust Instrument
(which
incorporates by reference the General Definitions Module, March 2021
Edition dated 1 March
2021), save to the extent supplemented or modified herein.

NOTICE IS HEREBY GIVEN that, pursuant to an Electronic Consent Request (as
annexed
hereto), the Issuer has proposed to the Holders of the Notes certain
amendments to (i) the
Pricing Supplement set out within Schedule 1 (Pricing Supplement) of the
Trust Instrument
and (ii) to the Swap Confirmation, such amendments to take effect, subject
to receiving the
consent of the Holders of the Notes, from 27 June 2023. The relevant
amendments are further
described in the Electronic Consent Request (as annexed hereto).

This Notice is given by the Issuer.

Dated 20 June 2023

For further information contact:
Luminis Finance PLC
32 Molesworth Street
Dublin 2
Ireland

For the attention of: The Directors
Telephone number: +353 1697 3200

ANNEX
Electronic Consent Request
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ELECTRONIC CONSENT REQUEST
LUMINIS FINANCE PLC (the “Issuer”)
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140)
issued pursuant to its Limited Recourse Securities Programme

IMPORTANT NOTICE TO HOLDERS
Capitalised terms used herein and not specifically defined will bear the
same meanings as in
the Deed of Release and Amendment (as defined below).
The Issuer proposes to the Holders the Amendments referred to in this
Electronic Consent
Request. In accordance with normal practice, neither the Issuer nor the
Trustee expresses any
opinion on the details, effects or merits of the proposed Amendments or
the Extraordinary
Resolution. The Trustee has not been involved in the formulation of the
proposed Amendments
or the Extraordinary Resolution. The decision as to whether or not the
proposed Amendments
should be approved lies with the Holders and no other party, and
therefore, the Issuer and the
Trustee recommend that each Holder seeks its own independent legal,
financial or other
professional advice, including tax advice, in connection with the proposed
Amendments.
Neither the Issuer nor the Trustee is responsible for the accuracy,
validity or correctness of the
statements made, and documents referred to, in this Electronic Consent
Request.
Upon the consent of Holders of not less than 75 per cent. of the aggregate
principal amount of
the Securities outstanding (which consent shall take effect as an
Extraordinary Resolution
pursuant to and in accordance with paragraphs 5(i)(iii) and 5(j) (Conduct
of Business at
Meetings) of Schedule 3 (Provisions for Meetings of Holders) of the Trust
Terms Module), the
Issuer proposes to enter into a deed of release and amendment (the “Deed
of Release and
Amendment”) to be dated on or about 27 June 2023 (the “Effective Date”), a
draft of which
is annexed hereto, which amongst other things, further amends and restates
(i) the Pricing
Supplement in respect of the Securities (as amended and restated by the
deed of amendment
dated 20 December 2021) as set out within Schedule 1 (Pricing Supplement)
of the Trust
Instrument and (ii) an amended and restated version of the Swap
Confirmation (the “Amended
and Restated Swap Confirmation”) to be dated on or about the Effective
Date, the form of
which is set out in the amended and restated Pricing Supplement contained
in the Deed of
Release and Amendment, which incorporates certain consequential changes
required by the
amendments set out in the Deed of Release and Amendment (the amendments
set out in the
Deed of Release and Amendment and the Amended and Restated Swap
Confirmation,
together the “Amendments”).
The Issuer hereby seeks your consent to the Amendments and your resolution
that the Issuer,
and the other parties thereto, should be authorised, empowered, requested
and directed to
enter into the Deed of Release and Amendment to effect the Amendments on
the Effective
Date.
Further, by voting in favour of this Extraordinary Resolution, you hereby
irrevocably waive any
claim that you may have against the Trustee or the Issuer which arises as
a result of any loss
or damage which you may suffer or incur as a result of the Trustee or the
Issuer following this
direction. You further confirm that you will not seek to hold the Trustee
or the Issuer liable for
any such loss or damage and indemnify, exonerate and discharge the Trustee
from any and
all liability for which it may have become or may become liable (i) for
acting on this
Extraordinary Resolution even though it may subsequently be found that
there was a defect in
the passing hereof or that for any reason this Extraordinary Resolution is
not valid and binding
and (ii) in respect of any act or omission in connection with this
Extraordinary Resolution or its
implementation.
In order to vote in favour of this Extraordinary Resolution, Holders
should inform Euroclear
Bank S.A./N.V. (“Euroclear”) and Clearstream, Luxembourg (“Clearstream”)
(via the relevant
custodian) of their vote in favour and instruct Euroclear and Clearstream
to notify such consent
and disclose the amount of the Notes it holds to the Principal Paying
Agent on behalf of the
Issuer and to block the Notes in its accounts until the Amendments have
been made (which is
expected to be no later than the Effective Date). Such
notifications/instructions should be made
before 10:00 (London time) on 27 June 2023 in accordance with the usual
operating
procedures of Euroclear and Clearstream. Voting will close at 10:00
(London time) on 27 June
2023 or, if earlier, when the requisite consent requirement is reached.
Date of Notice: 20 June 2023

LUMINIS FINANCE PLC
32 Molesworth Street, Dublin 2, Ireland
By:
Director:

ANNEX
Form of Deed of Release and Amendment
[The remainder of this page is left blank intentionally]

Dated 27 June 2023
LUMINIS FINANCE PLC
and
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
and
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH
and
GOLDMAN SACHS INTERNATIONAL

DEED OF RELEASE AND AMENDMENT
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050
(ISIN: XS2321650140)

This Deed is made on 27 June 2023 between:
(1) LUMINIS FINANCE PLC, incorporated with limited liability in Ireland
with registration
number 635696 and having its registered office at 32 Molesworth Street,
Dublin 2 Ireland
in its capacity as Issuer;
(2) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED of 160 Queen Victoria
Street, London, EC4V 4LA, United Kingdom in its capacity as Trustee;
(3) THE BANK OF NEW YORK MELLON, LONDON BRANCH of 160 Queen Victoria
Street,
London, EC4V 4LA, United Kingdom in its capacity as Principal Paying
Agent;
(4) THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH of Vertigo
Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg in its
capacities as
Custodian, Registrar, Authentication Agent and Transfer Agent; and
(5) GOLDMAN SACHS INTERNATIONAL of Plumtree Court, 25 Shoe Lane, London
EC4A
4AU, United Kingdom in its capacities as Calculation Agent, Dealer,
Selling Agent, Swap
Counterparty and Vendor,

all parties together, referred to as the “Parties” and relating to the
Series 2021-06 USD 25,000,000
Range Accrual Notes due 2050 (the “Notes”). The amended terms of the Notes
are as set out in
Schedule C (Amended and Restated Pricing Supplement) to this Deed.

Whereas:
(A) The Issuer has established its Limited Recourse Securities Programme
(the “Programme”)
for the issue of secured notes;
(B) Pursuant to a trust instrument entered into between the Issuer and,
inter alios, the Trustee
dated 31 March 2021 (the “Original Trust Instrument”) the Issuer
constituted and issued
the Notes on the terms set out in the Original Trust Instrument;
(C) Pursuant to a deed of amendment entered into between the Issuer and,
inter alios, the
Trustee dated 20 December 2021 (the “Deed of Amendment”), the Trust
Instrument was
amended and the Pricing Supplement scheduled to the Original Trust
Instrument was
amended and restated (the Original Trust Instrument as so amended and
restated, the
“Trust Instrument”);
(D) The Trustee, acting with Holder Consent, has agreed with the Issuer to
the Asset Exchange
and Amendments set out in this Deed; and
(E) The Parties have resolved to enter into this Deed of Release and
Amendment for the
purposes set out below.

It is agreed as follows:
1 Interpretation
1.1 Definitions: Terms defined in this Deed have the meanings given to
them in the Trust
Instrument (which incorporates by reference the General Definitions Module
dated 1
March 2021 (the “General Definitions”)). In addition, the provisions of
the General
Definitions relating to construction of certain references shall apply to
this Deed as if
set out herein.
1.2 Additional Definitions: For the purposes of this Deed:
“Asset Exchange and Amendments” means the action and steps contemplated by
Clause
2.1 (Asset Exchange and Amendments) and any other action necessary in
order to give
effect thereto.
“Effective Date” means 27 June 2023.
“Electronic Consent Request” means a notice delivered by the Issuer
through Euroclear
and Clearstream to the relevant accountholders, substantially in the form
set out in Schedule
A (Form of Electronic Consent Request) hereto, in which the Issuer
requests Holder
Consent.
“Holder Consent” means the Holders representing at least 75 per cent. of
the aggregate
principal amount of the Notes outstanding consenting to the Asset Exchange
and
Amendments which shall take effect as an Extraordinary Resolution pursuant
to and in
accordance with paragraphs 5(i)(iii) and 5(j) (Conduct of Business at
Meetings) of Schedule
3 (Provisions for Meetings of Holders) of the Trust Terms Module, and have
accordingly
authorised, empowered, requested, directed, indemnified, exonerated and
discharged the
Trustee to enter into this Deed.
“Holder Notification” means a notice notifying the Holders of the Asset
Exchange and
Amendments, substantially in the form set out in Schedule B (Form of
Holder Notification).
“Initial Charged Asset 1” has the meaning given to it in the Amended and
Restated Pricing
Supplement.
“Initial Charged Asset 2” has the meaning given to it in the Amended and
Restated Pricing
Supplement.
1.3 Contracts (Rights of Third Parties) Act 1999: A person who is not a
party to this
Deed has no right under the Contracts (Rights of Third Parties) Act 1999
to enforce
any term of this Deed.

2 Asset Exchange and Amendments
2.1 Asset Exchange and Amendments: With effect from the Effective Date,
the Parties
agree that:
2.1.1 the Pricing Supplement in respect of the Notes set out within
Schedule 1 of the Trust
Instrument as amended and restated by the Deed of Amendment shall be
further
amended and restated in the form set out in Schedule C (Amended and
Restated
Pricing Supplement) hereto (the “Amended and Restated Pricing
Supplement”);
2.1.2 the Initial Charged Asset 1 will be released from the security
constituted by the Trust
Instrument and the Luxembourg Pledge (without recourse to, or
representation or
warranty by, the Trustee) and, in exchange therefor, the Initial Charged
Asset 2 shall
become charged and pledged under, respectively, the Trust Instrument and
the
Luxembourg Pledge and accordingly shall constitute the Initial Charged
Assets in
relation to the Notes; and
2.1.3 the Swap Agreement in relation to the Notes as modified and
supplemented to the
extent set out in the Pricing Supplement including by the Interest Rate
Swap
Confirmation appended in Part D (Swap Agreement Confirmation Terms) to the
Pricing Supplement shall be amended and restated in the form set out in
the
Amended and Restated Pricing Supplement including by the Interest Rate
Swap Confirmation appended in Part D (Swap Agreement Confirmation Terms)
to the
Amended and Restated Pricing Supplement.
2.2 Effect: The various steps contemplated by Clause 2.1 (Asset Exchange
and
Amendments) shall take effect on the Effective Date and the Trust
Instrument shall,
from the date of this Deed, be construed accordingly. Except as provided
herein, the
Trust Instrument remains in full force and effect and the Asset Exchange
and
Amendments do not affect any of the rights or obligations that have arisen
from the
Trust Instrument prior to the date of this Deed.
2.3 Holder Notification: The Principal Paying Agent is hereby instructed
by the Issuer to
notify the Holders of the Asset Exchange and Amendments by delivering the
Holder
Notification in accordance with Condition 15 (Notices).
2.4 Registered Global Security: The Registrar shall, on behalf of the
Issuer, attach the
Amended and Restated Pricing Supplement to a copy of the signed master
Registered
Global Security in place of the Pricing Supplement.

3 Settlement
3.1 The Issuer shall procure that, and hereby instructs the Custodian
that, the settlement
of the purchase of the Initial Charged Asset 2 from the Vendor and the
delivery of the
Initial Charged Asset 1 to the Vendor is effected on behalf of the Issuer
pursuant to,
and in accordance with, the terms set out in this Clause 3 (as may be
amended and/or
supplemented by the Dealer and/or the Vendor, as applicable) (the
“Settlement
Instructions”), notwithstanding anything to the contrary in the Sale
Agreement:

Purchase of Initial Charged Asset 2
(i) Delivery of Initial Charged Asset 2 to the Custodian on behalf of the
Issuer:
ISIN: US46513JB593
Trade Date in respect of the restructuring: 06 June 2023
Settlement Date: 27 June 2023
Currency: United States Dollar (“USD”)
Notional Amount: USD 31,500,000
Transfer from: EC 94589
Transfer to: 27017
Transfer Basis: Delivery Free of Payment
(ii) Delivery of Initial Charged Asset 1 to the Vendor by the Custodian on
behalf of the Issuer:
ISIN: US46513JB429
Trade Date in respect of the restructuring: 06 June 2023
Settlement Date: 27 June 2023
Currency: USD
Notional Amount: USD 31,500,000
Transfer from: 27017
Transfer to: EC 94589
Transfer Basis: Delivery Free of Payment
3.2 Notwithstanding anything to the contrary in the Sale Agreement, the
consideration for
the Initial Charged Asset 2 payable on the Settlement Date will be
satisfied by the
delivery by the Custodian on behalf of the Issuer of USD 31,500,000
principal amount
of Initial Charged Asset 1 as described in the Settlement Instructions.
3.3 The Trustee hereby authorises and the Custodian hereby agrees to the
Issuer’s
instruction that the purchase of the Initial Charged Asset 2 from the
Vendor and the
delivery of the Initial Charged Asset 1 to the Vendor is effected on
behalf of the Issuer
pursuant to, and in accordance with, the Settlement Instructions and
Clause 3.2
above.
3.4 The Issuer hereby instructs the Trustee to agree to the Asset Exchange
and
Amendments and to give the authorisation to the Custodian referred to in
Clause 3.3.

4 Consent
4.1 Holder Consent: The Issuer has delivered, on or prior to the date
hereof, the
Electronic Consent Request requesting Holder Consent and has received the
requisite responses to authorise the Asset Exchange and Amendments.
4.2 Consent of the Trustee: Having considered the Holder Consent received,
the
Trustee hereby agrees to the Asset Exchange and Amendments on the basis
that the
Trustee has received the approval of an Extraordinary Resolution and the
consent of
the Swap Counterparty referred to in Clause 4.4.
4.3 Acknowledgement of other Parties: The other Parties acknowledge (i)
the Asset
Exchange and Amendments and (ii) that the Trustee enters into this Deed
with the
approval of an Extraordinary Resolution.
4.4 Consent of the Swap Counterparty: Having considered the Holder Consent
received, the Swap Counterparty hereby confirms it consents to the Asset
Exchange
and Amendments on the basis that the Trustee has received the approval of
an
Extraordinary Resolution.
4.5 Confirmation of security: The Issuer acknowledges and confirms that,
with effect
from the Effective Date, the Initial Charged Asset 2 shall become the
Initial Charged
Asset subject to the security created by the Trust Instrument and the
Luxembourg
Pledge and, without prejudice to such confirmation but for the avoidance
of doubt,
hereby also charges and pledges the Initial Charged Asset 2 pursuant to
this Deed.

5 Entry into the Deed
The Issuer instructs the Custodian, Registrar, Transfer Agent,
Authentication Agent, Trustee
and Principal Paying Agent, to enter into this Deed.

6 Limited Recourse and Non-Petition
6.1 Each of the parties to this Deed shall have recourse in respect of any
claim only to the
Secured Property, subject always to the security created by and the
provisions of the Trust
Instrument (as amended). Subject to the Trustee (or any Holder) having
realised and/or
enforced, as applicable, the Secured Property, such party shall not be
entitled to take any
further steps against the Issuer to recover any further sums once the
Secured Property and
the proceeds of realisation and/or realisation thereof, as applicable,
have been exhausted
for whatever reason and the right to claim in respect of such sums shall
be extinguished in
full and no debt shall be owed by the Issuer in respect thereof.
6.2 No party shall be entitled to exercise any right of set-off, lien,
consolidation of accounts or
other similar rights arising by operation of law against any person
entitled to receive any
payment or delivery under the Notes or against the Secured Property in
respect of any other
Series of Securities issued by the Issuer or any other assets of the
Issuer (and each such
party hereby waives all such rights) or to bring, institute or join with
any other person in
bringing, instituting or joining any administration, bankruptcy,
insolvency, liquidation,
winding-up or other similar actions of the Issuer.
6.3 The obligations of the Issuer under the Trust Instrument (as amended)
are solely the
corporate obligations of the Issuer. No recourse for payment of any
obligation of the Issuer
shall be had against any stockholder, employee, officer, director,
affiliate, incorporator,
manager or member of the Issuer.
6.4 The provisions of this Clause 6 prevail over all other provisions
included herein and shall
survive the termination of the Trust Instrument (as amended).

7 Miscellaneous
7.1 Variation: No variation of this Deed shall be effective unless in
writing and signed by,
or on behalf of, each party.
7.2 Waiver: No failure to exercise, nor any delay in exercising, any
right, power or remedy
under this Deed or by law shall operate as a waiver, nor shall any single
or partial
exercise of any right or remedy prevent any further or other exercise or
the exercise
of any other right or remedy. The rights and remedies provided in this
Deed are
cumulative and not exclusive of any rights or remedies (provided by law or
otherwise).
Any waiver of any breach of this Deed shall not be deemed to be a waiver
of any
subsequent breach.
7.3 Partial Invalidity: If at any time any provision of this Deed is or
becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither
the legality,
validity or enforceability of the remaining provisions nor the legality,
validity or
enforceability of such provision under the law of any other jurisdiction
will, in any way,
be affected or impaired.
7.4 Counterparts: This Deed may be executed in counterparts which, when
taken
together, shall constitute one and the same instrument.

8 Governing Law and Jurisdiction
8.1 Governing Law: This Deed and any non-contractual obligations arising
out of or in
connection with it are governed by, and shall be construed in accordance
with, English
law.
8.2 Jurisdiction: The courts of England are to have exclusive jurisdiction
to settle any
disputes that may arise out of or in connection with this Deed and
accordingly any
legal action or proceedings arising out of or in connection with this Deed
(“Proceedings”) may be brought in such courts. The Issuer irrevocably
submits to the
jurisdiction of such courts and waives any objection to Proceedings in
such courts
whether on the ground of venue or on the ground that the Proceedings have
been
brought in an inconvenient forum. This Clause 8.2 is made for the benefit
of each of
the parties other than the Issuer and shall not affect the right of any of
them to take
Proceedings in any other court of competent jurisdiction nor shall the
taking of
Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any
other jurisdiction (whether concurrently or not).
This deed of release and amendment is executed as a deed and delivered by
the Issuer and the
Trustee, the Principal Paying Agent, the Transfer Agent, Authentication
Agent the Custodian and
the Registrar and executed as a contract under hand by the Dealer, the
Calculation Agent, the
Selling Agent, the Vendor and the Swap Counterparty in the manner
described therein on the date
stated at the beginning of this Deed.

The Issuer
EXECUTED and DELIVERED as a DEED by )
a duly appointed attorney for and on behalf of
LUMINIS FINANCE PLC

Attorney
in the presence of: 
Signature of Witness 
Name of Witness 
Address of Witness 

The Trustee
EXECUTED as a DEED by
BNY MELLON CORPORATE TRUSTEE
SERVICES LIMITED

Acting by two Directors 
Director
Director

The Dealer, Calculation Agent, Selling Agent, Vendor and Swap Counterparty
EXECUTED as a contract under hand for and on
behalf of
GOLDMAN SACHS INTERNATIONAL
By:

The Principal Paying Agent
EXECUTED as a DEED for and on behalf of )
THE BANK OF NEW YORK MELLON, LONDON
BRANCH

By: 

The Custodian, Registrar, Authentication Agent
and Transfer Agent

EXECUTED as a DEED for and on behalf of )
THE BANK OF NEW YORK MELLON SA/NV,
LUXEMBOURG BRANCH
By: 

Schedule A to the Deed of Release and Amendment
Form of Electronic Consent Request
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ELECTRONIC CONSENT REQUEST
LUMINIS FINANCE PLC (the “Issuer”)
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140)
issued pursuant to its Limited Recourse Securities Programme

IMPORTANT NOTICE TO HOLDERS
Capitalised terms used herein and not specifically defined will bear the
same meanings as in
the Deed of Release and Amendment (as defined below).
The Issuer proposes to the Holders the Amendments referred to in this
Electronic Consent
Request. In accordance with normal practice, neither the Issuer nor the
Trustee expresses any
opinion on the details, effects or merits of the proposed Amendments or
the Extraordinary
Resolution. The Trustee has not been involved in the formulation of the
proposed Amendments
or the Extraordinary Resolution. The decision as to whether or not the
proposed Amendments
should be approved lies with the Holders and no other party, and
therefore, the Issuer and the
Trustee recommend that each Holder seeks its own independent legal,
financial or other
professional advice, including tax advice, in connection with the proposed
Amendments.
Neither the Issuer nor the Trustee is responsible for the accuracy,
validity or correctness of the
statements made, and documents referred to, in this Electronic Consent
Request.
Upon the consent of Holders of not less than 75 per cent. of the aggregate
principal amount of
the Securities outstanding (which consent shall take effect as an
Extraordinary Resolution
pursuant to and in accordance with paragraphs 5(i)(iii) and 5(j) (Conduct
of Business at
Meetings) of Schedule 3 (Provisions for Meetings of Holders) of the Trust
Terms Module), the
Issuer proposes to enter into a deed of release and amendment (the “Deed
of Release and
Amendment”) to be dated on or about 27 June 2023 (the “Effective Date”), a
draft of which
is annexed hereto, which amongst other things, further amends and restates
(i) the Pricing
Supplement in respect of the Securities (as amended and restated by the
deed of amendment
dated 20 December 2021) as set out within Schedule 1 (Pricing Supplement)
of the Trust
Instrument and (ii) an amended and restated version of the Swap
Confirmation (the “Amended
and Restated Swap Confirmation”) to be dated on or about the Effective
Date, the form of
which is set out in the amended and restated Pricing Supplement contained
in the Deed of
Release and Amendment, which incorporates certain consequential changes
required by the
amendments set out in the Deed of Release and Amendment (the amendments
set out in the
Deed of Release and Amendment and the Amended and Restated Swap
Confirmation,
together the “Amendments”).
The Issuer hereby seeks your consent to the Amendments and your resolution
that the Issuer,
and the other parties thereto, should be authorised, empowered, requested
and directed to
enter into the Deed of Release and Amendment to effect the Amendments on
the Effective
Date.
Further, by voting in favour of this Extraordinary Resolution, you hereby
irrevocably waive any
claim that you may have against the Trustee or the Issuer which arises as
a result of any loss
or damage which you may suffer or incur as a result of the Trustee or the
Issuer following this
direction. You further confirm that you will not seek to hold the Trustee
or the Issuer liable for
any such loss or damage and indemnify, exonerate and discharge the Trustee
from any and
all liability for which it may have become or may become liable (i) for
acting on this
Extraordinary Resolution even though it may subsequently be found that
there was a defect in
the passing hereof or that for any reason this Extraordinary Resolution is
not valid and binding
and (ii) in respect of any act or omission in connection with this
Extraordinary Resolution or its
implementation.
In order to vote in favour of this Extraordinary Resolution, Holders
should inform Euroclear
Bank S.A./N.V. (“Euroclear”) and Clearstream, Luxembourg (“Clearstream”)
(via the relevant
custodian) of their vote in favour and instruct Euroclear and Clearstream
to notify such consent
and disclose the amount of the Notes it holds to the Principal Paying
Agent on behalf of the
Issuer and to block the Notes in its accounts until the Amendments have
been made (which is
expected to be no later than the Effective Date). Such
notifications/instructions should be made
before 10:00 (London time) on 27 June 2023 in accordance with the usual
operating
procedures of Euroclear and Clearstream. Voting will close at 10:00
(London time) on 27 June
2023 or, if earlier, when the requisite consent requirement is reached.
Date of Notice: 20 June 2023

LUMINIS FINANCE PLC
32 Molesworth Street, Dublin 2, Ireland
By:
Director:

ANNEX
Form of Deed of Release and Amendment
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Schedule B to the Deed of Release and Amendment
Form of Holder Notification
[The remainder of this page is intentionally left blank]

Holder Notification
LUMINIS FINANCE PLC (the “Issuer”)
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2120 (ISIN:
XS2321650140)
issued pursuant to its Limited Recourse Securities Programme
27 June 2023
To: The Holders in respect of Series 2021-06
Copy: The Bank of New York Mellon, London Branch
(in its capacity as Principal Paying Agent)

Notice of passing of Extraordinary Resolution and amendment (the “Notice
of
Amendment”) of the Pricing Supplement set out in the Trust Instrument
relating to
the Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140)
Pursuant to a trust instrument dated 31 March 2021 between the Issuer and,
inter alios,
the Trustee (the “Trust Instrument”) as amended by the deed of amendment
(the “Deed
of Amendment”) dated 20 December 2021, the Issuer has constituted and
issued its
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140)
(the “Notes”) on the terms set out in the Trust Instrument. In connection
with the Notes, the
Issuer entered into a swap confirmation (the “Swap Confirmation”) with the
Swap
Counterparty on 20 December 2021.
Unless otherwise specified, capitalised terms used but not defined in this
Notice of
Amendment shall have the meanings given to them in the Trust Instrument
(which
incorporates by reference the General Definitions Module, March 2021
Edition dated 1
March 2021), save to the extent supplemented or modified herein.
Pursuant to a deed of release and amendment entered into between the
Issuer and,
amongst others, the Trustee dated 27 June 2023 (the “Deed of Release and
Amendment”), the Pricing Supplement (as amended and restated) set out
within Schedule
1 (Pricing Supplement) of the Trust Instrument has been further amended
and restated in
the form set out in Schedule 1 (Amended and Restated Pricing Supplement)
hereto (the
“Amended and Restated Pricing Supplement”), with effect from 27 June 2023
(the
“Effective Date”).
On the Effective Date, the Initial Charged Asset 1 (as defined in the
Amended and Restated
Pricing Supplement) will be released from the security constituted by the
Trust Instrument
and the Luxembourg Pledge and, in exchange therefor, the Initial Charged
Asset 2 (as
defined in the Amended and Restated Pricing Supplement) shall become
charged and
pledged under, respectively, the Trust Instrument and the Luxembourg
Pledge and
accordingly shall constitute the Initial Charged Asset (as defined in the
Amended and
Restated Pricing Supplement) in relation to the Notes.
2
Pursuant to an amended and restated version of the Swap Confirmation made
between
the Issuer and the Swap Counterparty dated 27 June 2023 (the “Amended and
Restated
Swap Confirmation”), the Swap Confirmation has been amended and restated
in the form
set out in the Amended and Restated Pricing Supplement to incorporate
certain
consequential changes required by the amendments set out in the Deed of
Release and
Amendment, with effect from the Effective Date.
The Amended and Restated Pricing Supplement was approved by an
Extraordinary
Resolution pursuant to and in accordance with paragraphs 5(i)(iii) and
5(j) (Conduct of
Business at Meetings) of Schedule 3 (Provisions for Meetings of Holders)
of the Master
Trust Terms.
The Issuer hereby notifies the Holders of the Notes of the passing of the
Extraordinary
Resolution and that the Amended and Restated Pricing Supplement have been
effected,
having been agreed to by the Trustee following approval of such
Extraordinary Resolution.

LUMINIS FINANCE PLC
32 Molesworth Street, Dublin 2, Ireland
By:
Director:

Schedule 1
Amended and Restated Pricing Supplement
[This page is left blank intentionally]

Schedule C to the Deed of Release and Amendment
Amended and Restated Pricing Supplement
[The remainder of this page is intentionally left blank]

AMENDED AND RESTATED PRICING SUPPLEMENT
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Securities are not
intended to be
offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to
any retail investor in the European Economic Area (“EEA”). For these
purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning
of Directive 2016/97/EU (as
amended or superseded, the “Insurance Distribution Directive”), where that
customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as
defined in Regulation (EU) No 2017/1129 (as amended) (the “Prospectus
Regulation”). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended,
the “PRIIPs Regulation”)
for offering or selling the Securities or otherwise making them available
to retail investors in the EEA has been
prepared and therefore offering or selling the Securities or otherwise
making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Securities are not
intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail
investor in the United Kingdom (“UK”). For these purposes, a retail
investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”); (ii) a customer within
the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering
or selling the Securities or otherwise making them available to retail
investors in the UK has been prepared
and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.
EEA MiFID II product governance / Professional investors and ECPs only
target market – Solely for
the purposes of the manufacturer’s product approval process, the target
market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the
Securities is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as
amended, “MiFID II”) MiFID II; and
(ii) all channels for distribution of the Securities to eligible
counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the
Securities (a “distributor”)
should take into consideration the manufacturer’s target market
assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment
in respect of the Securities (by either
adopting or refining the manufacturer’s target market assessment) and
determining appropriate distribution
channels.
UK MIFIR product governance / Professional investors and ECPs only target
market – Solely for the
purposes of the manufacturer’s product approval process, the target market
assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the
Securities is only eligible counterparties,
as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”),
and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union
(Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution
of the Securities to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or
recommending the Securities (for the purposes of this paragraph, a
“distributor”) should take into
consideration the manufacturer’s target market assessment; however, a
distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance
Rules”) is responsible for undertaking its own target market assessment in
respect of the Securities (by either
adopting or refining the manufacturer’s target market assessment) and
determining appropriate distribution
channels.

31 March 2021 (as amended and restated
on 20 December 2021 and 27 June 2023)
LUMINIS FINANCE PLC
(a public limited company incorporated in Ireland with registration number
635696)
Legal entity identifier (LEI) : 54930067RSRCM166RP48
(the „Issuer“)
PRICING SUPPLEMENT
Issue of USD 25,000,000
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2120
under the Limited Recourse Securities Programme
PART A
CONTRACTUAL TERMS

The Securities have the terms as set out in this pricing supplement (the
“Pricing Supplement”), which will
complete the Registered Securities Base Conditions Module, March 2021
Edition (the “Registered Securities
Base Conditions Module”) and the General Definitions Module, March 2021
Edition (the “General
Definitions Module”) (together, the “Conditions”).
The Registered Securities Base Conditions Module and the General
Definitions Module are set out in the Base
Prospectus dated 16 November 2020 as supplemented by the Base Prospectus
Supplement Dated 03 March
2021 (the “Base Prospectus”). This document constitutes the Pricing
Supplement in Securities described
herein and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and the offer
of the Securities is only available on the basis of the combination of
this Pricing Supplement, the Registered
Securities Base Conditions Module and the General Definitions Module and
the Base Prospectus. The Base
Prospectus is available for viewing at www.ise.ie and during normal
business hours copies may be obtained
from the Bank of New York Mellon, London Branch, 160 Queen Victoria
Street, London, EC4V 4LA, United
Kingdom or may be provided by email to such holder requesting copies of
such document, subject to the
Principal Paying Agent being supplied by the Issuer with copies of such
document.
The purchase of Securities involves substantial risks and is suitable only
for investors who have the
knowledge and experience in financial and business matters necessary to
enable them to evaluate the
risks and the merits of an investment in the Securities. Before making an
investment decision,
prospective purchasers of Securities should ensure that they understand
the nature of the Securities and
the extent of their exposure to risks and that they consider carefully, in
the light of their own financial
circumstances, financial condition and investment objectives, all the
information set forth in the Base
Prospectus (including “Risk Factors” on pages 26 to 69 of the Base
Prospectus) and this Pricing
Supplement.
1. Issuer: LUMINIS Finance Plc
2. Name of compartment: Not Applicable
3. (a) Series Number: 2021-06

(b) Class Number: Not Applicable
(c) Tranche Number: 1
(d) Date on which the Securities will be
consolidated and form a single
Series:
Not Applicable
4. Type of Securities: Notes
5. Currency of Issue: United States Dollar (“USD”)
6. Aggregate Nominal Amount:
(a) Series: USD 25,000,000
(b) Class: Not Applicable
(c) Tranche: USD 25,000,000
7. Issue Price: 100 per cent. of the Aggregate Nominal Amount
8. (a) Specified Denomination(s): USD 100,000
(2) Calculation Amount: USD 100,000
9. (a) Issue Date: 31 March 2021
(b) Interest Commencement Date (if
different from Issue Date):
Not Applicable
(c) Trade Date 12 March 2021
10. Maturity Date: The date falling two Business Days following the
scheduled maturity date of the Initial Charged
Assets.
11. Type of Securities: Fixed Rate Securities and as further determined in
accordance with Part C (Further Interest
Provisions).
12. Interest Basis:
(i) As set out in Part C (Further Interest
Provisions); and
(ii) 4.50 per cent. per annum. Fixed Rate Securities
bearing interest in an amount in USD as set out
in item 20 (Fixed Rate Security Provisions).
13. Change of Interest Basis: As set out in Part C (Further Interest
Provisions) and
item 20 (Fixed Rate Security Provisions) below.
14. Redemption/Payment Basis: As set out in item 27 (Final Redemption
Amount)
below.
15. Put/Call Options: Not Applicable
16. Status of the Securities: Secured limited recourse obligations of the
Issuer
17. Method of distribution: Non-syndicated
18. Instructing Creditor: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
19. Interest Provisions: Applicable
(a) Interest Payment Date(s): (i) With respect to the First Interest
Provisions as set
out in Part C (Further Interest Provisions): 5 July
in each year, commencing on and including 5
July 2021 and ending on and including 5 July
2023, subject to adjustment in accordance with
the Business Day Convention (the “First
Interest Period”);
(ii) With respect to the Second Interest Provisions as
set out in Part C (Further Interest Provisions): 5
April in each year, commencing on and including
5 April 2024 and ending on and including 5 April
2057, subject to adjustment in accordance with
the Business Day Convention (the “Second
Interest Period”); and
(iii) With respect to the Fixed Rate Security
Provisions as set out in item 20 (Fixed Rate
Security Provisions): 5 April and 5 October in
each year, commencing on and including 5
October 2057 up to and including the Maturity
Date, subject to adjustment in accordance with
the Business Day Convention (the “Third
Interest Period”).
(b) Interest Period End Date(s): The Interest Commencement Date and each
Interest
Payment Date, not adjusted.
(c) Interest Period(s): As per the General Definitions Module.
(d) Business Day Convention: Modified Following Business Day Convention
(e) Additional Business Centre(s): New York, TARGET and London
(f) Day Count Fraction: 30/360
(g) Principal Determination Date: Not Applicable
(h) Interest Calculation Date: Not Applicable
20. Fixed Rate Security Provisions: Applicable, as described in item
19(a)(iii) above.
(a) Rate(s) of Interest: 4.50 per cent. per annum payable in arrear on
each
Interest Payment Date.
(b) Fixed Coupon Amount(s): Not Applicable
(c) Broken Amount(s): Not Applicable
(d) Determination Date(s): Not Applicable
21. Floating Rate Security Provisions: Not Applicable
22. Interest Rate Payout Securities: Not Applicable
23. Zero Coupon Security Provisions: Not Applicable
24. FX Linked Securities: Not Applicable
PROVISIONS RELATING TO REDEMPTION
25. Issuer Call: Not Applicable
26. Investor Put: Not Applicable
27. Final Redemption Amount: In respect of each Security, an amount in USD
equal
to 126.00 per cent. of the Specified Denomination.
28. Early Redemption Amount and/or the
method of calculating the same (if
required):
As per the definition of Early Redemption Amount
in the General Definitions Module.
29. Instalment Securities: Not Applicable
30. Physical Delivery Securities: Applicable
(a) Type of Physical Delivery
Securities:
(b) Asset Amount:
Early Redemption Physical Delivery Securities: Not
Applicable
Maturity Redemption Physical Delivery Securities:
Not Applicable
Optional Early Redemption Physical Delivery
Securities: Applicable
Election Cut-Off Date: 5 Business Days following
the Realisation Period End Date.
As per the definition of Asset Amount in the General
Definitions Module.
(c) Cut-Off Date: The Election Cut-Off Date.
(d) Cash Settlement Price: As per the definition of Cash Settlement Price
in the
General Definitions Module.
(e) Delivery provisions for Asset
Amount (including details of who is
Not Applicable

to make such delivery) if different
from Conditions:
31. Optional Potential General Adjustment
Events:
(a) Initial Charged Assets Amendment
Event:
Not Applicable
(b) Euro Dissolution Event: Applicable
(c) Margin Shortfall Event: Not Applicable
(d) MTM Trigger Event: Not Applicable
32. Optional Early Redemption Events relating
to Initial Charged Assets:
(a) Initial Charged Assets Non-
Repayment Event:
Not Applicable
(b) Initial Charged Assets Non-
Delivery Event:
Applicable
33. Optional Early Redemption Events relating
to Swap Agreement and/or Repo
Agreements:
Not Applicable
34. Optional Early Redemption Events relating
to programme parties:
(a) Arranger Insolvency Event: Applicable
(b) Custodian/Principal Paying Agent
Event: Applicable
35. Optional Early Redemption Events relating
to regulatory changes:
(a) Illegality Event: Applicable
(b) Change in Law Event: Applicable, provided that definition of “Change
in
Law Event” as set out in the General Definitions
Module shall be amended to read as follows:
““Change in Law Event” means that, on or after the
Issue Date of the Securities, due to:
(a) the implementation of, adoption of or any
change in any applicable law, regulation or rule,
(including, without limitation, any tax law
(including FATCA and the Cayman FATCA
Legislation), the Dodd-Frank Act, EMIR or any
similar, related or analogous law, regulation, rule,);
(b) the promulgation of or any change in any
applicable law, regulation or rule, by any court,
tribunal, governmental or regulatory authority with
competent jurisdiction (including any action taken
by a taxing authority);
(c) the adoption of any formal regulatory
technical standards, further regulations, official
guidance or official rules or procedures with respect
to the Dodd-Frank Act and EMIR; or
(d) the cumulative effect of the adoption of or
any change in any applicable law,
the Calculation Agent determines, acting in good
faith and in a commercially reasonable manner that:
(a) the Issuer will incur a materially increased
cost in performing its obligations under the
Securities (including maintaining any Transaction
Document);
(b) the Swap Counterparty (if any) or the Repo
Counterparty (if any) will incur a materially
increased cost or compliance burden or faces a
material restriction on performing its obligations
under the Swap Agreement (including any Credit
Support Annex) (if any) or the Repo Agreement (if
any);
(c) any transaction under a Swap Agreement
must be cleared through a central clearing
counterparty or either party to a transaction under a
Swap Agreement is required to provide collateral or
any form of initial or variation margin to the other in
respect of such transaction, beyond what was
contemplated as of the Issue Date.”.
(c) Regulatory Treatment Event: Applicable
(d) Swap Regulatory Treatment Event: Applicable, provided that the
definition of “Swap
Regulatory Treatment Event” as set out in the
General Definitions Module shall be amended to
read as follows:
““Swap Regulatory Treatment Event” means that,
as a result of:
(a) an implementation or adoption of, or change
in, law, regulation, interpretation, action or response
of a regulatory authority;
(b) the promulgation of, or any interpretation by
any Governmental Authority of, any relevant law or
regulation; or
(c) the public statement or action by, or
response of, any Governmental Authority or any
official or representative of any Governmental
Authority acting in an official capacity,
in each case at any time after the Trade Date:
(1) there is a reasonable likelihood of it
becoming unlawful; or
(2) it is or there is a reasonable likelihood of it
becoming unduly onerous, impracticable or
impossible,
for the Swap Counterparty or the Repo Counterparty
to perform any duties in respect of or in connection
with the Instruments or any Transaction Document.
For the purpose of this definition, the reference to
“unduly onerous, impossible or impractical” shall
include, without limitation, circumstances in which
the Swap Counterparty or the Repo Counterparty
would or may suffer a material increase in costs
and/or less favourable regulatory, accounting or Tax
treatment in connection with the Securities or any
Transaction Documents.in limb (c) delete “or
private” such that the reference is made to “public
statement or action” only.”.
(e) Euro Dissolution Event: Applicable
36. Optional Early Redemption Events relating
to taxation:
(a) Adjusted Adverse Tax Event: Applicable
PROVISIONS RELATING TO SECURITY
37. Initial Charged Assets: Applicable.
The Initial Charged Assets shall comprise:
(i) as at the Issue Date USD 31,500,000 in principal
amount of an issue of the State of Israel of senior,
unsecured bonds (ISIN: US46513JB429) (the
“Initial Charged Asset 1”); and
(ii) as at 27 June 2023 (the “Restructure Effective
Date”) USD 31,500,000 in principal amount of
an issue of the State of Israel of senior unsecured
bonds (ISIN: US46513JB593) (the “Initial
Charged Asset 2”),
each as further identified below. For the
avoidance of doubt, following the Restructure
Effective Date, Initial Charged Asset 1 will no
longer form part of the Initial Charged Assets.
Initial Charged Asset 1 issuer: The State of Israel
Legal nature: Bonds
Status: Senior, unsecured
Governing law: New York law
Regulated market (or equivalent) on which issuer is
admitted to trading: Berlin Stock Exchange,
Dusseldorf Stock Exchange, Frankfurt Stock
Exchange, Luxembourg Stock Exchange, Munich
StockExchange, Stuttgart
Borrowed Money Obligation: Not Applicable
Callable Charged Assets: Not Applicable
Initial Charged Assets Repudiation/Moratorium:
Applicable
Initial Charged Assets Governmental Intervention:
Not Applicable
ISIN: US46513JB429
Coupon: 3.875 per cent
Maturity: 3 July 2050
Initial Charged Asset 2 issuer: The State of Israel
Legal nature: Bonds
Status: Senior, unsecured
Governing law: New York law
Regulated market (or equivalent) on which issuer is
admitted to trading: Berlin Stock Exchange,
Dusseldorf Stock Exchange, Frankfurt Stock
Exchange, Luxembourg Stock Exchange, Munich
StockExchange, Stuttgart
Borrowed Money Obligation: Not Applicable
Callable Charged Assets: Not Applicable
Initial Charged Assets Repudiation/Moratorium:
Applicable
Initial Charged Assets Governmental Intervention:
Not Applicable
ISIN: US46513JB593
Coupon: 4.50 per cent. per annum.
Maturity: 3 April 2120
(a) Amount of the Initial Charged
Assets:
(i) In respect of Initial Charged Asset 1: USD
31,500,000; and
(ii) In respect of Initial Charged Asset 2: USD
31,500,000.
(b) Price:
(i) In respect of Initial Charged Asset 1: USD
34,360,344.37.
(ii) In respect of Initial Charged Asset 2: USD
25,578,000.
Notwithstanding anything to the contrary in the Sale
Agreement, (i) the consideration for the Initial
Charged Asset 1 payable on the Issue Date was the
Issue Price of the Notes plus the entry into the Swap
Agreement by the Issuer and (ii) the consideration
for the Initial Charged Asset 2, payable on the
Restructure Effective Date, will be satisfied by
delivery by the Custodian, on behalf of the Issuer of
USD 31,500,000 in principal amount of Initial
Charged Asset 1.
(c) Initial Delivery Cut-Off Date: As per the General Definitions Module
(d) Realisation Period End Date: Five (5) Business Days
(e) Realisation Cut-Off Date: Twenty (20) Business Days
(f) Self Purchase:
Applicable
38. Substitution of Charged Assets:
(a) At the direction of the Counterparty
or Repo Counterparty pursuant to
Condition 4.5(a) (Charged Asset
Substitution):
Not Applicable
(b) At the direction of a Requesting
Holder pursuant to Condition 4.5(b)
(Charged Asset Substitution):
Not Applicable
(c) Notice Period: Not Applicable
(d) Basis on which Substitution is to be
made:
Not Applicable
39. Swap Agreements:
(a) Swap Agreement(s): A 2002 ISDA Master Agreement and Schedule
thereto (in the form of the Swap Schedule Terms
Module, November 2020 Edition), as supplemented
by a confirmation with an effective date of 31 March
2021 comprising a swap transaction (the “Swap
Transaction”) between the Issuer and the Swap
Counterparty (together, the “Swap Agreement”).
(b) Swap Counterparty: Goldman Sachs International
(c) Swap Agreement Confirmation
Terms:
Transaction Type:
Interest Rate Swap
See Part D
(d) Credit Support Annex: Applicable
Two Way
(e) Credit Support Annex – Terms: See Part E
(f) Net Settlement: Applicable
(g) Eligible Transferee Credit Rating: Not Applicable
(h) Collateral Redelivery: Applicable
40. Repo Agreements: Not Applicable
(a) Repo Counterparty: Not Applicable
(b) Net Settlement: Not Applicable
(c) Repo Agreement – Confirmation
Terms:
Not Applicable
(d) Eligible Transferee Credit Rating: Not Applicable
(e) Collateral Redelivery: Not Applicable
41. Custodian Account details:
Pledged Accounts:
Securities Account No. 953274 (LUMINIS Finance
Plc 2021-06) linked to Euroclear 27017 or such other
account as may be advised by the Custodian from
time to time.
Linked to CAD Cash Account No. 953275 1240
Linked EUR Cash Account No. 9532759780
Linked GBP Cash Account No. 9532758260
Linked JPY Cash Account No. 9532753920
Linked USD Cash Account No. 9532758400
Linked CHF Cash Account No. 9532757560
or such other account(s) as may be advised by the
Custodian from time to time.
42. Swap Counterparty Account details:
43. Additional Charging Document:
USD
Reference: Luminis Finance PLC 2021-06
Intermediary Details:
ROUTING CODE: CITIUS33
NAME: CITIBANK N.A.
LOCATION: NEW YORK
Final Beneficiary Details
ROUTING CODE: GSILGB2X
NAME: GOLDMAN SACHS INTERNATIONAL
LOCATION: 40616408
Bank-to-Bank Information
ABA: 021000089
Not Applicable
44. FX Linked Securities: Not Applicable
45. Credit Linked Securities: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
46. Non-Representative Trigger Event: Applicable
47. Whether the Issuer is able to purchase any
of the Securities pursuant to Condition 9
(Purchase):
Yes
48. Form of Securities:
(a) Form: Registered Securities: Global Security (USD
25,000,000 outstanding principal amount) registered
in the name of a nominee for a common depositary
for Euroclear and Clearstream, Luxembourg
exchangeable for Definitive Securities upon an
Exchange Event
(b) New Global Note: No
49. Additional Financial Centre(s) or other
special provisions relating to Payment Days:
London and TARGET (in addition to New York).
50. Talons for future Coupons or Receipts to be
attached to Definitive Securities:
Yes, as the Securities have more than 27 coupon
payments, Talons may be required if, on exchange
into definitive form, more than 27 coupon payments
are still to be made.
51. Details relating to Partly Paid Securities:
amount of each payment comprising the
Issue Price and date on which each payment
is to be made and consequences (if any) of
failure to pay, including any rights of the
Issuer to forfeit the Securities and interest
due on late payment:
Not Applicable
AGENTS AND OTHER PARTIES AND DISTRIBUTION
52. Arranger: Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
53. Trustee: BNY Mellon Corporate Trustee Services Limited
1 Canada Square
Canary Wharf
London E14 5AL
54. Principal Paying Agent: The Bank of New York Mellon, London Branch
1 Canada Square
Canary Wharf
London E14 5AL
55. Custodian: The Bank of New York Mellon SA/NV,
Luxembourg Branch
Vertigo Building – Polaris, 2-4
rue Eugène Ruppert
L-2454 Luxembourg
56. Calculation Agent: Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
57. Selling Agent: Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
58. Vendor: Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
59. Issuer’s Process Agent: Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
60. Registrar: The Bank of New York Mellon SA/NV,
Luxembourg Branch
Vertigo Building – Polaris, 2-4
rue Eugène Ruppert
L-2454 Luxembourg
61. Transfer Agent, Authentication Agent: The Bank of New York Mellon
SA/NV,
Luxembourg Branch
Vertigo Building – Polaris, 2-4
rue Eugène Ruppert
L-2454 Luxembourg
62. Additional Agent(s): Not Applicable
63. (a) If syndicated, names of Managers: Not Applicable
(b) Stabilisation Manager(s) (if any): Not Applicable
64. If Non-syndicated, name of any Dealer(s): Not Applicable
65. U.S. Selling Restrictions: Regulation S; TEFRA Not Applicable
66. United States Tax Considerations: The Swap Agreement is not subject to
a 30 per cent.
withholding tax under Section 871(m) of the U.S.
Internal Revenue Code of 1986.
Signed on behalf of LUMINIS Finance Plc
By: …………………………………………………………….
Duly authorised signatory

PART B
OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing and admission to trading: Application is expected to made by
the Issuer (or on
its behalf) for the Securities to be admitted to trading
on the Vienna Stock Exchange (Third Market
Segment) with effect on or around the Issue Date
(ii) Estimate of total expenses related to
admission to trading: EUR 2,500
2. OPERATIONAL INFORMATION
(i) ISIN: XS2321650140
(ii) Common Code: 232165014
(iii) Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
Not Applicable
(iv) Delivery: Delivery free of payment
(v) Intended to be held in a manner
which would allow Eurosystem
eligibility:
No. Whilst the designation is specified as „no“ at the
date of this Pricing Supplement, should the
Eurosystem eligibility criteria be amended in the
future such that the Securities are capable of meeting
them the Securities may then be deposited with one
of the ICSDs as common safekeeper, and registered
in the name of a nominee of one of the ICSDs acting
as common safekeeper. Note that this does not
necessarily mean that the Securities will then be
recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by
the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have
been met.
3. DISTRIBUTION
(i) Stabilisation Manager(s) (if any): Not Applicable
(ii) Name and address of Dealer: Goldman Sachs International.
Goldman Sachs International (GSI) (of Plumtree
Court, 25 Shoe Lane, London EC4A 4AU) shall act
as Dealer and purchase all Securities from the Issuer,
provided that Goldman Sachs Bank Europe SE (of
Marienturm, Taunusanlage, 9-10, 60329 Frankfurt
am Main, Germany) may purchase some or all of the
Securities from GSI for the purpose of distribution
in the secondary market.
(iii) Total commission, concession
and/or fees:
Nil.
(iv) Pre-closing Date and Time: Not Applicable
(v) Closing Date and Time: Issue Date
(vi) Non-exempt Offer: Not Applicable
(vii) Public Offer Jurisdictions: Not Applicable
(viii) Offer Period: Not Applicable
(ix) Financial intermediaries granted
specific consent to use the Base
Prospectus in accordance with the
Conditions in it:
Not Applicable
(x) Other Authorised Offeror Terms: Not Applicable
(xi) Prohibition of Sales to EEA or UK
Retail Investors:
Applicable
4. BENCHMARK REGULATION
Benchmark Regulation: Article 29(2)
statement on benchmarks:
Applicable: Amounts payable under the Securities
are calculated by reference to official EUR/USD mid
spot FX Rate, which is provided by Refinitiv
Benchmark Services (UK) Limited.
As at the date of this Pricing Supplement, Refinitiv
Benchmark Services (UK) Limited is included in the
register of administrators and benchmarks
established and maintained by the Financial Conduct
Authority under (Regulation (EU) 2016/1011) (the
„BMR“ as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018).
5. POST ISSUANCE REPORTING The Issuer does not intend to provide any post
issuance information in relation to the Securities or
in relation to the Charged Assets, unless required to
do so by applicable law.
6. BOARD APPROVAL The issue of the Securities has been authorised by
the Board of Directors on 29 March 2021.
7. RATINGS The Dealer shall use its reasonable efforts to discuss
with S&P Global Ratings Europe Limited (“S&P”),
a credit rating agency, to arrange for the Securities
to be rated (at the rating(s) which S&P may
determine to assign to the Securities). No guarantee
can be given that the Securities will be given any
ratings at all on or after the Issue Dare.
8. THIRD PARTY INFORMATION Not Applicable
9. OPINIONS The Securities are covered by the Irish law Master
Opinion and English law Master Opinion.

PART C – FURTHER INTEREST PROVISIONS
1. First Interest Provisions:
With respect to each Interest Period falling on the First Interest Period,
each Security bears interest in
an amount in EUR equal to the Interest Amount and is due and payable on
the corresponding Interest
Payment Date(s). For such purposes, the capitalised terms set out below
shall have the following
meanings:
“Interest Amount(s)” means, with respect to each Security, an amount in
EUR equal to:
Rate of Interest x n/N x Specified Denomination x Day Count Fraction x FX
Factor
where:
“Accrual Provision” means that EURUSD is below the FX Strike;
“EURUSD” means in respect of any Business Day in an Interest Period, the
official EUR/USD mid
spot FX Rate (defined as an amount of United States Dollar (“USD”) per 1
Euro (“EUR”)) as
published on or around 4pm London time by Refinitiv Benchmark Services
(UK) Limited on
EURUSDFIXM=WM (Reuters) or EURUSD WMCO Curncy (Bloomberg) or any successor
page
thereto; provided that the EUR/USD mid spot FX Rate for each Business Day
falling in the Cut-off
Period for such Interest Period will be deemed to be the official EUR/USD
mid spot FX Rate on the
Interest Cut-Off Date for such Interest Period;
“FX Factor” means an amount calculated by dividing EUR 21,000,000 by the
Aggregate Nominal
Amount.
“FX Strike” means 1.5;
“Interest Cut-Off Date” means in respect of each Interest Period and the
Interest Period End Date
for such Interest Period, the day falling 5 Business Days prior to such
Interest Period End Date.
“Interest Cut-Off Period” means in respect of each Interest Period and the
Interest Period End Date,
the period commencing on (and including) the relevant Interest Cut-Off
Date and ending on (but
excluding) such Interest Period End Date.
“n” means, in respect of an Interest Period, the number of Business Days
within such Interest Period
on which the Accrual Provision was satisfied;
“N” means, in respect of an Interest Period, the aggregate number of
Business Days within such
Interest Period; and
“Rate of Interest” means 3.35 per cent. per annum.
2. Second Interest Provisions:
With respect to each Interest Period falling on the Second Interest
Period, each Security bears interest
in an amount in EUR equal to the Interest Amount and is due and payable on
the corresponding Interest
Payment Date(s). For such purposes, the capitalised terms set out below
shall have the following
meanings:
“Interest Amount(s)” means, with respect to each Security, an amount in
EUR equal to:
Rate of Interest x n/N x Specified Denomination x Day Count Fraction x FX
Factor
where:
“Accrual Provision” means that EURUSD is below the FX Strike;
“EURUSD” means in respect of any Business Day in an Interest Period, the
official EUR/USD mid
spot FX Rate (defined as an amount of United States Dollar (“USD”) per 1
Euro (“EUR”)) as
published on or around 4pm London time by Refinitiv Benchmark Services
(UK) Limited on
EURUSDFIXM=WM (Reuters) or EURUSD WMCO Curncy (Bloomberg) or any successor
page
thereto; provided that the EUR/USD mid spot FX Rate for each Business Day
falling in the Cut-off
Period for such Interest Period will be deemed to be the official EUR/USD
mid spot FX Rate on the
Interest Cut-Off Date for such Interest Period;
“FX Factor” means an amount calculated by dividing EUR 21,000,000 by the
Aggregate Nominal
Amount.
“FX Strike” means 1.5;
“Interest Cut-Off Date” means in respect of each Interest Period and the
Interest Period End Date
for such Interest Period, the day falling 5 Business Days prior to such
Interest Period End Date.
“Interest Cut-Off Period” means in respect of each Interest Period and the
Interest Period End Date,
the period commencing on (and including) the relevant Interest Cut-Off
Date and ending on (but
excluding) such Interest Period End Date.
“n” means, in respect of an Interest Period, the number of Business Days
within such Interest Period
on which the Accrual Provision was satisfied;
“N” means, in respect of an Interest Period, the aggregate number of
Business Days within such
Interest Period; and
“Rate of Interest” means 4.15 per cent. per annum.

PART

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